This was the first sequel ever nominated for an Oscar as Best Animated Feature.

The gigantic Gingerbread Man that storms the castle of Far Far Away, is a reference to the “Stay-Puff Marshmallow Man” from Ghost Busters (1984).

The Fairy Godmother says, “What in Grimm’s name…” – a reference to the Brothers Grimm who published collections of many fairy tales such as the ones used in the movie.

In the scene where Shrek and Fiona argue, there is a “Stonehenge” poster in the background; the same poster is shown also on the DVD “Far Far Away Times” feature. The poster shows two of the members of Spinal Tap wearing medieval garb; also, you can notice two dwarves holding tiny Stonehenge stones, another Spinal Tap reference.

The potion the fairy godmother gives to the King to make Fiona fall in love with the first man she kisses is labeled “IX”, making the bottle “Love Potion Number 9”.

The giant cookie’s name is “Mongo”, a reference to the movie Blazing Saddles (1974) where the giant’s name was also Mongo.

The entrance to Far Far Away closely resembles the entrance to the Paramount Studios lot.

When Shrek, Fiona and Donkey first enter Far Far Away, the camera pans over a distinctive Far Far Away sign at street level (as opposed to the huge one in the hills that resembles the “Hollywood” sign). The street-level sign is an obvious parody of the official “Beverly Hills” sign that welcomes visitors as they enter the city via certain boulevards. The sign is also used as the official city logo.

On the premiere day of “Shrek 2” in Italy, the distribution agency completely purchased the commercial space of the top seller sports newspaper “La Gazzetta dello Sport”. The trademark of “Gazzetta” is that it has been printed on pink paper for more than a century – and for the occasion the issue was released in green paper. Half of the cost of the operation (about 120,000 euros) was given to charity.

The final pose Prince Charming strikes in the factory after Shrek and company’s escape almost exactly mirrors two promotional posters for “The Lord of the Rings: The Return of the King” in which Aragorn holds his sword up to his face.

It became the second film in Australian cinema history to gross more than AU$50 million (_Titanic (2000)_ was the first).

An initial story concept was to have Fiona’s father, King Harold, appear nude throughout the film, as in “The Emperor’s New Clothes”.

The Counting Crows song that plays during Shrek and Fiona’s honeymoon montage replaced a track by Weezer which didn’t quite fit to the timings of the visuals. When the Crows came on board, they however had to ensure that their new track did, as the visuals had already been locked down and couldn’t be changed.

Fiona’s mother can be seen in bed reading a copy of “Kings are from Mars, Queens are from Venus”.

Ted Elliott and Terry Rossio, Oscar nominees for writing the screenplay to the first “Shrek”, opted out of returning for the sequel as they felt that the basis for the storyline needed to be a traditional fairytale and disagreed with the producers’ choice to follow a different plotline.

John Cleese and Julie Andrews recorded most of their scenes together at the same time, an unusual practice for an animated film.

In the pre-ball red carpet scene, the announcer says that “the abs are fab”, a reference to the television series “Absolutely Fabulous” (1992) (often called Ab Fab) which Jennifer Saunders, who plays Dama Fortuna, wrote and starred in.

As donkey passes out he says, “I’m Coming Elizabeth,” a reference to Fred Sanford from the sitcom “Sanford and Son” (1972)

Antonio Banderas as “Puss In Boots” uses his sword to write a “P” on a tree with three strokes. He also played “Zorro” in The Mask of Zorro (1998), who is known for using his sword to write “Z” with three strokes.

The fireworks over the castle during the final scene resemble the fireworks over the Magic Kingdom castle in the opening titles of “Disneyland” (1954).

In the tavern “The Poison Apple”, the man with the hook playing the piano is voiced by Tom Waits (singing ‘Little Drop of Poison’) and then again by Nick Cave (singing ‘People Ain’t No Good’).

The Gingerbread Man’s legs have been re-attached with little bands of frosting.

When Shrek and Fiona arrive in Far Far Away, they pass a movie theater playing Lethal Arrow 4.

When Donkey and Puss emerge from their hiding place inside the metal cart in Dama Fortuna’s factory, Donkey references Puss’ “fine Corinthian footwear.” This is a reference to the Chrysler Cordoba commercials featuring Ricardo Montalban pitching their “fine Corinthian leather” interiors.

When the characters first arrive to Far Far Away, Donkey makes mention of “champagne wishes and caviar dreams”, a phrase borrowed from Robin Leech’s “Lifestyles of the Rich and Famous”.

In the opening “Honeymoon Montage” when Fiona wipes the mud off of Shrek while he hangs upside down and kisses him is in reference to Spider-Man (2002) when Mary Jane kisses Spider-Man in the same manner.

In the fight scene with Shrek, Puss in Boots tears out from the chest of Shrek’s clothing, in reference to the alien bursting out of Kane’s chest in Alien (1979)

During the dinner scene with Shrek, Fiona, donkey, and the king and queen, the queen remarks “Not that there’s anything wrong with that,” a “Seinfeld” (1990) reference.

A couple of Kids during a test screening asked Director Andrew Adamson what Dragon turned into, Andrew said that Dragon turned into a Pegasus creature (Horse with wings).

Shrek’s horse mount while storming the castle, grabbing Donkey’s neck then swinging his body across the front of and onto Donkey, mirrors Legolas’ acrobatic mount-up in battle in The Lord of the Rings: The Two Towers (2002).

The first Dreamworks movie to use the new Dreamworks Animation logo.

The pickup line used by the donkey when the carriage is driving through Far Far Away – “Hey, good lookin’. We’ll be back to pick you up later” – is taken from a 1970s commercial for Mr. Microphone, which turned any radio or stereo system with an FM tuner into a PA for a hand-held wireless microphone.

In the Honeymoon Montage at the beginning of the film, the couple is seen being fitted for wedding rings, a flying ring dropping on Fiona’s finger and sporting a red fiery writing afterwards. These are a parody of events from The Lord of the Rings: The Fellowship of the Ring (2001)

Various characters from other movies and stories show up in the background throughout the movie:

Captain Hook is the piano player in “The Poison Apple” hangout

Two of the guests in The Poison Apple are the talking trees from “Babes in Toyland”

During chase sequence in the Fairy Godmother’s factory, among the furniture flying around the room are Lumiere (the candelabra) and Cogsworth (the clock) from Disney’s Beauty and the Beast (1991)

During the opening scenes after an ocean wave covers Shrek and Fiona, Ariel from Disney’s The Little Mermaid (1989) ends up kissing Shrek instead of Fiona, who then comes up and flings Ariel out to sea, where sharks attack her

Hansel (of the story Hansel and Gretel), is shown to be the owner of “Hansel’s Honeymoon Hideaway, the honeymoon cottage where Shrek and Fiona stay. It, too, is made out of cookies and candy (just like the witch’s house in the story)

Little Red Riding Hood knocks on the door at the honeymoon cottage, and when Shrek and Fiona open the door she screams and runs away, leaving her basket

One of the fairies that Shrek captures in a jar at the mud sauna is Tinkerbell, Peter Pan’s sidekick

When the huge pot of potion is tipped over in the Fairy Godmother’s factory, the swans in the cage turn into two maidens, a reference to “Swan Lake”.

During the honeymoon montage, when Shrek and Fiona are kissing on the beach (a reference to the movie From Here to Eternity (1953)).

During the dinner scene with the Queen, King, Fiona, Shrek, and Donkey at the table go through each other’s names twice, ending with Donkey smiling and referring to himself. This is a reference to The Rocky Horror Picture Show (1975) where the characters go through each others’ names in a chaotic roundabout.

At the end of the movie, Puss-in-Boots says he is going to the “Kit-Kat Klub”, which was the name of the club in Cabaret (1972).

When Pinocchio is lowered by his puppet strings into the cell where Shrek, Donkey, and Puss in Boots are being held, the background music is the theme from Mission: Impossible (1996). (The referenced scene from Mission Impossible itself was lifted from Topkapi (1964).)

When Puss in Boots dances at the party, he sits back in a lounge chair, pulls a string, and douses himself with water – a reference to Flashdance (1983)

Near the end, Fiona says that decides that she wants the ogre she fell in love with. Puss in Boots says, “They’ll never make me cry.” Jane Fonda says the same line in Cat Ballou (1965).

When the King of Far Far Away (John Cleese) excuses himself to go speak to the Fairy Godmother, he refers to his old injury from the crusades acting up. This is a reference to Basil Fawlty’s (also Cleese) “old war wound” acting up as an excuse for his actions in the series “Fawlty Towers” (1975).

Some of the signs up in “The Poison Apple” are: “Unhappy Hour 5-7”, “No one under XXI admitted”, “We reserve the right to BEHEAD anyone”, and “NO SKIN NO BONES NO SERVICE”.

In the opening sequence, Fiona uses two fighting moves from the Street Fighter II: The World Warrior (1991) (VG) video game series to take out the attacking mob: Chun Li’s Whirlwind Kick (handstand and spins around) and Ryu’s Dragon Punch (spins upward with fist above head).

This is the second film series starring Mike Myers in which the sequel grossed more in its first two weeks of release than the original did its entire box office run. The first was Austin Powers: The Spy Who Shagged Me (1999), which grossed more its opening weekend than the first Austin Powers did altogether.

When Fiona meets the Fairy Godmother and she is singing a song about how to make everything happily ever after, Fairy Godmother uses her wand to make Fiona’s dress go up, similar to the famous Marilyn Monroe pose from The Seven Year Itch (1955)

When Shrek and Donkey defeat Puss in Boots, Donkey suggests that they give him the Bob Barker treatment. At the end of “The Price Is Right” (1972), Bob (who hosts) always closes the show by saying, “Help control the pet population, have your pets spayed or neutered.”

When Mongo throws the flaming gumdrop button at the catapaulters, they’re heard to scream “Run away, run away” – a reference to Monty Python and the Holy Grail (1975), the other comedic troupe John Clease was apart of aside from Fawlty Towers

When Shrek, Donkey and Puss come across the Fairy Godmother’s factory, Donkey calls it, “The Old Keebler Place,” a reference to the Keebler Elves.

When Shrek awakens in the barn surrounded by women, one of the women tells him she fetched him a pail of water. The woman is later referred to by the others as “Jill”, as in Jack and Jill.

As Shrek, Fiona and Donkey enter the town of Far Far Away, Shrek utters “We are definitely not at the swamp anymore”, a reference to Dorothy’s “Toto, I’ve a feeling we’re not in Kansas anymore” line in The Wizard of Oz (1939).

The Fairy Godmother billboard is a parody of the famous Hollywood signs of model, Angelyne.

Antonio Banderas also provides the Puss in Boots’ voice both in the Spanish and Latinamerican versions. In the Spanish version, Banderas speaks with a strong Andalusian accent (typical from the region where he was born), which results pretty funny in Spain. In the Latin American version, Banderas speaks with a Castilian accent, which sounds also funny to the Latin American audience.

When they arrive in Far Far Away, Donkey says, “Smimming pools, movie stars,” a reference to “The Beverly Hillbillies” (1962) which had this line in the theme tune.

When Mongo gets his gumdrop button knocked off while attacking the castle he lets out a scream. The scream is that of Godzilla from films such as Mosura tai Gojira (1964), Gojira tai Mekagojira (1974), and more recently the 1998 remake Godzilla (1998).

The waiter’s “Bon Appetit” and bow are a reference to John Cleese’s waiter character in Monty Python’s “Mr. Creosote” sketch in The Meaning of Life (1983).

When Donkey is being rained on after drinking the potion, he cries, “I’m melting! Melting!” – another reference to The Wizard of Oz (1939).

In the book recap of Princess Fiona’s life, when she is being shown to the people of Far Far Away, her parents hold her over the edge of the tower of the castle with the sun shining down on the Princess, this is a reference to the start of The Lion King (1994), where newborn Simba is being shown to the rest of the animals on the plain.

William Steig, writer of the original book, died during production. This film is dedicated to him.

When Shrek sneezes after smelling the “ever after” potion, his snot falls on a mushroom that soon after becomes the rose from Beauty and the Beast (1991).

Just before final credits we get shots of characters from the movie, with a subtitled name of the actor playing them. Eddie Murphy‘s shot is the same as in Beverly Hills Cop (1984).

In the police montage, the camera following a “white bronco”, is a direct reference to the infamous 1994 California highway chase where cops were chasing O.J. Simpson in a white Ford Bronco. The montage’s camerawork and overall appearance resembles the appearance of the television show “Cops” (1989).

If you look very carefully at Puss-in-boots’ eyes in the famous “doe eyes” scene, you can see a reflection of the RE/MAX real estate agency logo and characteristic balloon.

Originally the Dragon from the first film was to have a major role, and turn into a Pegasus when Donkey drank the potion.

Most of the paintings in the castle are paintings of real kings and queens (example: a famous portrait of young Queen Elizabeth I can be seen a corridor).

>>> WARNING: Here Be Spoilers <<<Trivia items below here contain information that may give away important plot points. You may not want to read any further if you’ve not already seen this title.

SPOILER: There are numerous references to the King being a frog throughout the movie:

He has a painting of his human self standing over a pond next to his bed

His wife reminds him of their first date by the lily pond, their “first kiss”

His bed sheets and most of his furniture is leafy green

A female frog in the bar asks him, “Don’t I know you from somewhere?”

He calls Queen Lillian “Lilly” as in lily pad

Fairy Godmother threatens to send him back to the pond

The King’s revulsion to living in a swamp hints at his own living in one

When king offers princess Fiona a cup of tee, he tells her that he has changed a lot for her mother